Transcript

1.
(Important Message to Any Person Not Authorized to Have Access to this Report)
Any person who is not an addressee of this report or who has not requested Mangal Advisory Services
for its use is not authorized to have access to this report.
Should any unauthorized person obtain access to and read this report, by reading this report such
person accepts and agrees to the following terms:
1. The reader of this report understands that the work performed by Mangal Advisory Services was
performed in accordance with instructions provided by our addressee client and was performed
exclusively for our addressee client's sole benefit and use.
2. The reader of this report acknowledges that this report was prepared at the direction of our
addressee client and may not include all procedures deemed necessary for the purposes of the
reader.
3. The reader agrees that Mangal Advisory Services, its partners, employees and agents neither owe
nor accept any duty or responsibility to it, whether in contract or in tort (including without limitation,
negligence and breach of statutory duty), and shall not be liable in respect of any loss, damage or
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Further, the reader agrees that this report is not to be referred to or quoted, in whole or in part, in any
prospectus, registration statement, offering circular, public filing, loan, other agreement or document
and not to distribute the report without Mangal Advisory Service’s prior written consent.

4.
Scope and Process
Due Diligence Process
This report is based on significant and material findings of the due diligence review performed on
accounting, financial, and tax information of XYZ Limited, made available by the Management.
Information relied on
the Due diligence
Process
For the purpose of this report, we have placed reliance on:
•
Audited financial statements of XYZ Limited as at and for the year ended 31 Mar 11 and 31 Mar 12
(‘FY11’ and ‘FY12’)
•
Unaudited financial statements of XYZ Limited (without notes to the financial statements) as at and
for the year ended 31 Mar 13 (‘FY13’)
•
Information made available for Q1FY14
•
Agreements, select documents and details provided by the Management
•
Information and explanations provided by the Management.
•
Management information system (MIS) details provided by the Management
Management
Representations
The Management representations stated in this report, have been orally confirmed by them. In addition, in
respect of any factual information given to us by the management of XYZ Limited ,we require from them, written
confirmation that such information was accurate and that no significant information, essential to the due
diligence review, has been withheld from us. Till the date of this report, the Management has not provided us
with written confirmation in this respect. Accordingly, our report is subject to this limitation.
Significant scope
matters
Our period under review was FY11, FY12 and FY13 and Q1FY14. The following was the scope of work:
• . Analyses of the financial statements including profit and loss account and balance sheets
•
Analyses of the MIS presented to us by the Management
•
Calculation of the future projections and assessment of viability of the project
Report structure
This is an exception based report and matters which have come to our knowledge through our interviews
and analyses have been highlighted by us. We make no representation regarding the sufficiency of our
work either for purposes for which this report has been requested or for any other purpose.
.
1

5.
Scope and Process
Limitations
The following information was not available which could have a material bearing on our analyses
•
Area wise (Area 1, Area 2 and Area 3) revenue breakup in units
•
Area wise (Area 1, Area 2 and Area 3) breakup of variety of products sold
•
Details of the age and location of deep freezers
•
Costing of certain products were not made available
•
Further, our work did not constitute an audit conducted in accordance with generally accepted
auditing standards, or an examination of internal controls or other attestation or review services in
accordance with standards established by the Institute of Chartered Accountants of India (ICAI).
Accordingly, this report should not be considered as an expression of opinion or any other form of
assurance on the financial statements of the Company or on its financial or other information, or on
the operating and internal controls of the Company.
•
It may be noted that in our work we have relied on the integrity of the information provided to us
by the Management for the purpose, and, other than reviewing the consistency of such
information, we have not sought to carry out an independent verification, thereof.
2

7.
Background

XYZ Pvt. Ltd. (‘XYZ’) was incorporated on 20th May 1998 and is
engaged in the business of production and distribution of
‘Classified’ brand of Ice Creams. The Company was converted into a
limited company and the name of the Company was changed to
XYZ Limited on 5th Aug 2001. The Management represented that
this was done to raise funds.

The manufacturing unit is located at ABC Industrial Estate, Plot X,–
Area 1, and the registered office is located at PQR City – Area 4

XYZ has a large number of distributors and dealers for the sale of
its product in Area 1 and the neighbouring states of Area 2 and
Area 3. XYZ either provides its own deep freezers to such
distributors / dealers for the exclusive sale of its ice cream or
supplies its product to the distributor / dealer who have their own
deep freezers.

The Classified range of ice creams has 25 different product
categories with over 180 products on offer.

The current Directors of the company are Mr. A, Mr. B, Ms. C, Mrs.
D and Mrs. I
Shareholding Details
Name
Mr. A
Mr. B
Ms. C
Mrs. D
Mr. E
Mrs. F
Ms. G
Mr. H
No. of Shares % holding
80,000
8%
80,000
8%
200,000
20%
100,000
10%
60,000
6%
59,600
6%
82,000
8%
40,000
4%
Mrs. I
298,400
30%
Total
1,000,000
100%
Equity Shares of Rs. 10 each
Proposed Transaction

EFG Limited (‘EFG’) is evaluating a buy out of XYZ Limited. In this
connection, EFG has appointed Mangal Advisory Services (‘MAS’) to carry
out a due diligence review on XYZ.
4

16.
Overview of Profit & Loss Accounts (1/2)

Revenue from sales includes income from sale of Ice creams. Net sales have reduced by 9% in FY13
over FY12. Net sales in FY12 however increased by 4% in FY12 over FY11. The Management represented
that the decline is on account of shortage of funds to deploy additional deep freezers in the market and
for various sales promotion schemes.

Revenue from Other Income includes Credit Balances written off, Interest on Bank deposits and
dividend on Money Bank shares.

Raw Materials consumption includes expenses for the flavors, milk and other ingredients required for
production of Ice Creams. In FY13, raw material consumption has dropped marginally by 1%, in
comparison to a 9% drop in sales.

Packing Materials includes a variety of lids, boxes and spoons used for the packaging of the Ice Cream
produced. Costs associated with it have declined by 11% in FY13, in line with the drop in sales.

Direct Expenses primarily includes costs incurred for the production process like electricity INR 26.7
lakhs, repairs and maintenance of plant and machinery and deep freezers INR 9 lakhs and generator
diesel INR 6 lakhs. In FY13, Direct Expenses have gone down by 17% primarily on account of reduction in
repairs and maintenance cost of Plant and Machinery and Deep freezers. Refer Annexure II for details.

Employee benefit expense comprising of salaries, wages and bonus of INR 1.2 cr along with other staff
costs. These costs has shown a steady increase over the years, forming 25% of total Income in FY13,
which is on the higher side. Refer Annexure II for details.

Administrative overheads primarily comprise of conveyance INR 7.8 lakhs, security charges of INR 5
lakhs and other expenses required for daily administration. These expenses have declined by 21% in
FY13. This is primarily due to no bonus being declared in FY13 while in FY12 bonus of INR 3.8 lakhs was
declared and reduction in rent of Area 6 Depot, which has been discontinued in FY13. Refer Annexure II
for details.
13

17.
Overview of Profit & Loss Accounts (2/2)

Sales/Distribution overheads includes cost incurred in the distribution of Ice creams from the factory to
the distributors/retailers. It primarily comprises of advertising of INR 2.8 lakhs, excise duty of INR 11. 4
lakhs, vehicle maintenance costs INR 30.4 lakhs, repairs and maintenance of vehicles INR 9.3 lakhs.
Sales/Distribution Overheads have declined on account of reduction in Advertisement costs in FY13.
The Management represented that this was on account of fund constraints. Refer Annexure II for
details.

Interest costs primarily comprise interest on term loans, cash credit balance and hire purchase accounts
on vehicles. The interest costs have reduced primarily on account of reduction in term loans and lesser
utilisation of cash credit. The Management represented that over last 6 months the cash credit has
been freezed by the Bank due to non deposit of any cash flows.

The Company has incurred a loss after depreciation of Rs. 50.16 lakhs in FY13, in comparison to a loss of
Rs. 29.8 lakhs in the previous year, primarily on account of drop in sales.
14

18.
Overview of Balance Sheets (1/2)
Balance Sheets of XYZ
INR

I. Equity and Liabilities
Shareholders Funds
Share Capital
Reserves & Surplus
Less: Accumulated losses
Net worth
Non Current Liabilities
Secured Loans
Unsecured Loans
Current Liabilities
Sundry Creditors
Advance form Customers
Outstanding Expenses
Total
10,000,000
2,500,000
21,328,934
(8,828,934)
10,000,000
2,500,000
16,312,927
(3,812,927)
7,635,188
14,378,328
8,627,688
16,648,340
9,321,169
10,852,403
4,624,686
37,982,840

Secured Loans primarily comprise of Term loans availed from
Money Bank of Rs. 14.97 lakhs, cash credit limit with Money
Bank of Rs. 47.14 lakhs, Fund financiers of Rs. 4.4 lakhs, Cash
Bank of Rs. 2.58 lakhs and Business Finance of Rs. 7.23 lakhs.

Unsecured Loans primarily comprise loans given by Mr. A of Rs.
18.05 lakhs, Mr. B of Rs. 11.2 lakhs and Finance Services Pvt Ltd
of Rs. 105 lakhs.

As at 31 March 2013, Sundry Creditors includes payments
outstanding with the suppliers of raw materials and packing
materials. A large amount of the same was found to be
overdue.
Advance from customers comprises of the security deposits
taken against the deep freezers provided to the distributors.
The Management represented that for every deep freezer
provided to the distributors, the Management collects security
deposit ranging from Rs. 10,000-17,000. This is primarily to
secure against any damages to deep freezers or non payment of
dues. The deposit is equally apportioned over 5 years.

Outstanding expenses mainly consists of employees and other
statutory payable. A large portion of such amounts was found
to be overdue.
9,905,765
9,199,674
3,311,424
43,879,965
II. Assets
Non Current Assets
Fixed Assets (Net)
Investments
Current Assets
Cash and Bank Balances
Sundry Debtors
Closing Stock
Advances recievable in cash/kind
for value to be recieved
Deposits and Other advances
Total
Share capital as at 31 March 2013 comprises of 10,00,000
equity shares, of Rs. 10 each, fully paid .

As at 31 March 2013
As at 31
March 2012
26,316,675
100,000
30,221,263
100,000
87,065
1,954,093
8,219,813
319,019
2,597,708
9,389,156
640,994
531,954
664,200
37,982,840
720,865
43,879,964
Source: Audited / Unaudited Financial Statements
15

22.
Q1 FY14 sales have dropped by 46% as compared to Q1 FY13.
Monthly Sales Comparison
2013
Apr
May
Jun
Total
2012
8,454,973
8,560,090
1,604,839
18,619,902
14,358,261
14,030,496
5,780,062
34,168,819
2011
12,880,636
14,407,863
3,918,714
31,207,213
2010
13,532,388
14,057,690
5,299,546
32,889,624
% Variance 2013 % Variance 2012 % Variance 2011
over 12
over 11
over 10
-41%
11%
-5%
-39%
-3%
2%
-72%
47%
-26%
-46%
9%
-5%
o
The Management represented that the sharp drop in sales in the last 3 months has been primarily due to
the news spread in the market about the possible sale of the company, which has been used by the
competitors to their advantage. As a result many of the distributors/retailers, especially the ones using
their own deep freezers have switched to other brands. The Management further represented that the
ban on mining in Area 1 has also had an impact on the sales in Q1FY14.
o
The Management however expressed confidence that fund infusion primarily targeted towards a sales and
incentive strategy could turn around this situation.
Using June month as a base the off season sales in 2013
(June – Sep) may drop by 70%
Seasonal Comparison
2012-13
Peak Season Sales*
Off Season Sales**
Total
48,384,317
4,585,254
52,969,571
2011-12
71,540,200
15,447,732
86,987,932
2010-11
64,517,847
13,341,776
77,859,623
% Variance
2013 over 12
-32%
-70%
-39%
*from Oct to May
**from June to Sept
Off Season Sales for 2013 have been extrapolated based on the June Sales to rest of the off season sales ratios
for the previous years.
% Variance
2012 over 11
11%
16%
12%
19

23.
88% of the revenue is attributed to just 56 out of 179 products
Number of
Products Unit Sales
Fast Moving
Normal Moving
Slow Moving
17
39
123
4,68,186
2,31,444
74,897
Revenue
3,71,24,389
2,04,32,810
79,15,879
%
% Unit Revenue
Sales
Sales
60%
30%
10%
57%
31%
12%
The sales figure from our analysis does not reconcile with total sales figures in the MIS. The unit price
provided to us was the net price obtained from Area 2 which would differ from the net sales obtained
from Area 1 and Area 3 due to the difference in VAT rates

17 out of 179 products currently offered to customers constitute 60% of unit-wise sales and 57% of net
sales in FY13.

39 out of 179 products in the Normal moving category constitute to 31% of net sales in FY13.

The remaining 123 products in the Slow moving category constitute to the remaining 12% of sales.

The Management represented that the non moving products were produced on a ‘made-to-order’ basis
as and when there was a request. Furthermore, the minimum order quantity for such products had to
be 10 units.

It would be more prudent to focus and increase the market for the fast moving variety rather than
waste production space and time for the non moving items.
20

24.
Sales from all three states have dropped in FY13 over FY12.
Area-wise Sales
FY13
Area 1
Area 2
Area 3
Total
22,123,838
18,713,955
34,367,950
75,205,743
FY12
24,743,479
19,683,174
39,355,065
83,781,718
FY11
24,278,616
15,956,648
37,818,670
78,053,934
% Variance % Variance % to Total
FY13 over 12 FY12 over 11 Sales FY13
-11%
-5%
-13%
-10%
2%
23%
4%
7%
% to Total
Sales FY12
29%
25%
46%
100%
30%
23%
47%
100%

XYZ has a distribution network in Area 1, Area 3 and Area 2. The Management represented that at one time
Area 1 and Area 3 were contributing equally to the total sales. However, Area 1 sales have declined over the
period to the current status.

Sales from Area 1, Area 2 and Area 3 contributed 29%, 25% and 46% to the total sales, respectively.

Sales in Area 3 declined the most at 13% followed by Area 1 11% and Area 2 5%.

Sales in all three Areas had increased in FY12 over FY11. However, the main increase was in Area 2 of 23%.
The Management represented that this was on account of opening of new markets in Area 2.

Sales in all three states are primarily categorised as:



Sales through Company deep freezers which exclusively houses Classified brand
Sales through deep freezers belonging to distributors, wherein he could store other brands as well.
The Management however could not provide us the exact break up between own deep freezer and
distributor owned deep freezer sales. We were informed that Area 1 has a large number of distributor owned
deep freezer sales.
21

33.
Raw Material and Packing Materials costs constitute of 51% on
Net sales in FY13.
o
Raw Material/Packing
Material
Net Sales
% to Net Sales
37,429,421
73,454,086
51%
Raw Material and Packing Material form
51% of total sales in FY13.
o
The cost sheets maintained by the
management indicated that these items
would constitute 45% of the total sales,
however upon verification of prices of
raw materials and packing materials
against purchase bills, it was found that
most of the costs taken were
understated by 10-15%.
o
The Management represented that there was an error in the rates taken in their costing
and agreed that the input costs were high.
o
The management further represented that they would be able to achieve a lower cost by
bulk purchases during non-peak season thereby reducing the cost levels to about 42 % of
sales. For this however, they would require some additional working capital infusion.
o
The claims made by the Management would need to be verified by holding dialogues with
some critical suppliers regarding the extent in drop in prices if bulk purchases are made.
30

37.
Insufficient Control Over Assets with Third Parties
Controls over
deep freezers
•A large portion of the value of fixed assets in the form of deep freezers is with the distributors/ dealers. While the Management
maintained that they are aware of the location of each deep freezers, including the switching between distributors, we were
not provided sufficient data to verify this claim. As at 31 Mar 13 INR 82.8 lakhs of deep freezers, comprises 31.5% of total assets
are lying with such third parties. Appropriate controls and checks and balances need to be put in place to ensure complete
controls on such assets.
Agreements
pertaining to
deep freezers
•Agreements are entered into with distributors at the time of allotting the deep freezers. A deposit is collected from the
distributor against such deep freezers. The agreement states that each year 20% of such deposit would be adjusted. At the
end of the 5th year the asset belongs to the distributor. In other words he is permitted to keep the products of XYZ’s
competitors in the freezer. While on account of no records maintained we were unable to verify such instances, it may result
in the loss of business to XYZ as beyond the 5th year the sales generation may significantly diminish. The Management however
represented that the life of the freezers is on an average 3-5 years and the cost of repairs / maintenance goes up after such
period.
•The agreement also states that if the cumulative sales till 4 th year does not match the targets set, XYZ has the right to take
back such freezers. Considering that the life of the freezer is 3-5 years, it is more prudent to have sales targets set for 1-2 years
to take such decisions. Though the Management represented that there have been instances wherein a distributor has been
discontinued due to non performance within a year, no data was provided for our review.
Liability
pertaining to
deposits
collected from
distributors not
properly
accounted for
•The accounts team correctly accounts for the deposit received from distributors as a liability. However, as per the agreement
each year 20% of the deposit becomes non – refundable. Hence, it amounts to an income to XYZ and ceases to be a liability,
However, we did not come any income accounted for in the period under review. It was also observed that the amount of
liability was increasing year on year. A verification of distributor wise deposit status revealed that such adjustments of deposits
were not carried out. A reconciliation activity would be required to be conducted to estimate the actual amount of liability,
while the balance would need to be accounted for as income. The tax impact on the same would need to be examined in
detail.
34

38.
Revenue per Deep freezer is showing a declining trend since
FY11.
Income per Deep Freezer
Total Sales
FY13
75,205,743
FY12
83,781,718
FY11
78,053,934


Sales from Company
Owned Deep freezers*
No. of company owned
Deep freezers
Average Income per
Deep Freezer
56,404,307
62,836,289
58,540,451
829
745
619
68,039
84,344
94,573

*Sa l es from compa ny owned deep freezers i s taken a s 75% of total s a l es .
a s i nformed by the ma na gement.


The average income per deep freezer has
dropped by Rs.16,000 on an average in
FY13 over 12.
The Management represented that the
agreement with the distributors with
regards the deep freezers has a clause for
re-possession of the deep freezer by XYZ
if a sales target of INR 300 per day is not
met. However we did not come across
any sales target in the agreement.
As per the targets, the sales per deep
freezer should have been INR 1,09,400
against the three year high of 94,573.
In spite of targets not being achieved,
there was no evidence of any freezers
being re-possessed.
The Management represents that lack of
marketing efforts was one of the main
reasons for this drop as earlier they used
to provide advertising material worth Rs.
5,000-6,000 ( for P.O.P displays, Glow
signs etc.) on an average to newly
acquired distributors, which they have
now discontinued, along with the
withdrawal of attractive dealer schemes
(variable incentives).
35

39.
Over due payments requiring immediate clearance
Over due payments as at 30 June 2013
Balance sheet items
Statutory Liabilities
Consultation Charges
Employees Labour Welfare Fund
Employer's Labour Welfare Fund
ESI - Employees Contribution Payable
ESI - Employers Contribution Payable
Group Gratuity Premium with LIC
LIC in lieu of EDLI
PF - Employers PF Payable
PF - Employees PF Payable
PF Admn. Charges
Area 1 VAT for the month of April 13
Area 1 VAT for the month of May 13
Area 1 VAT for the month of June 14
Area 1 Vat for the year 2012-13
Area 2 Vat for the month of May 13
Area 2 Vat for the month of June 13
Area 3 Vat For the month May 13
Area 3 Vat For the month June 13
Electricity Bill for the month of June 2013
Mediclaim of Employee
LIC Group Grauity 2011-12
LIC Group Grauity 2012-13
LIC Group Grauity Previous Years
Bank Guarantee ( Electricity Department )
Statutory dues total
Other Loans
Mr. Y
Classified Agencies, Area 3
Other loans total
Money Bank Term Loan Up to June 2013
Money Bank ( O/D Account ) CC Up to June13
Total loans
Bonus (2011-12)
Overdue Sundry Creditors
Balance sheet payments
Off Balance sheet payments
Other Loans
X Cold Drinks, Area 1
Classified Agencies, Area 3
Cash Bank
Other advances (Oct 12 to June 2013)
Secret Enterprises, Area 3

30-Jun-13
11,000
2,205
6,615
63,314
171,265
505,992
77,602
747,741
164,940
53,625
62,000
66,000
15,000
80,000
218,182
37,630
268,906
45,984
150,000
115,000
242,285
240,000
1,343,109
600,000
5,288,395
The Management represented that the following
payments were over-due and needed to be
cleared off immediately.

However, there could be interest and penalty on
certain statutory liabilities which need to be
examined and quantified.

Further, it would be advised that dialogue be
held with the creditors to be repaid to
understand their present and future
commitment with the Company as several of
them are critical suppliers of raw materials.
500,000
100,000
600,000
1,712,968
4,733,830
6,446,798
948,034
5,837,338
19,120,565
34,006
275,000
65,000
722,000
200,000
36

40.
Adjustments to Current Assets and Liabilities
Particulars
Current Assets
Sundry debtors
Inventory
Loans and advances
Deposits
Total
Current liabilities
Sundry creditors
Advances from customers
Outstanding expenses
Net current assets
As per balance sheet Adjustments
as at 31 Mar 13
11,479,100
1,954,093
8,219,813
640,994
664,200
-6,207,154
-101,015
-6,015,061
-86,423
-4,656
24,798,258
9,321,169
10,852,403
4,624,686
734,448
2,637,501
-2,566,762
663,709
Note
Revised numbers
1
2
3
4

5,271,946
1,853,078 
2,204,752
554,572
659,544

5
6
7
25,532,705
11,958,669
8,285,641
5,288,395
-20,260,759
Source: MAS analyses
Note 1: The Management
represented that certain debtors are
irrecoverable and would need to be
written off.
Note 2: The amount of inventory is
revalued to the cost price / NRV as
at 31 Mar 13, whichever is lower.
Note 3: Certain loans and advances
were found to be irrecoverable and
need to be written off. The
Management represented that an
amount excess paid for construction
in 2011 would be repaid. However,
considering the period lapsed we
have assumed the amount to be
irrecoverable.

Note 4: Comprises FBT payment made which is irrecoverable.

Note 5: Certain sundry creditors and loans off the balance sheet have been added to the amount of sundry
creditors.

Note 6: We have assumed the amount of liability to be equal to the WDV of deep freezers, hence excess
liability is written off. For details refer slide on insufficient control over deep freezers.

Note 7: The Management represented a higher outstanding liability including some off balance sheet items.
Further, there could arise some amount of interest and penalty on the delayed payments of statutory
liabilities. However, it would not be possible to quantify the same.
37

42.
Status of Statutory Dues
Income Tax

The assessment for FY08 and FY09 has been completed. A refund of Rs. 30,184 is due to be received for
FY08. No assessment notice has been received from FY10 onwards, as represented by the Management.
In the absence of such assessment orders we cannot comment on any probable liability.
Sales Tax Assessment

Area 3 – no assessment notice received till date as represented by Management.

Area 2 – Assessments till FY09 is completed. No assessment orders received from FY 10 onwards as
represented by Management.

Area 1 – Assessment completed till FY10. Liability of Rs. 35,634 payable as on date. No assessment orders
received from FY11 onwards as represented by Management.
Excise duty

The Management represented that excise duty became applicable for the Company from March 2011 as
per Amendment to Notification No. 1/2011-C.E.

There was a minor delay in payment of excise duty for the month of December 2012. Interest amounting
to approximately Rs. 71 was found to be payable.
Service Tax

The Management represented that service tax is payable by the Company when their logistics supplier
does not charge service tax in his bill.

There was a minor delay in payment of service tax in FY11. Interest amounting to approximately Rs. 22
was found to be payable, in case a query is raised by the Department.
39

43.
Status of Statutory Dues
Area 1 VAT

Delays were observed in the payment of whole amount of VAT month on month from FY11. However, it
was also observed that the Management was paying such amounts every quarter together with interest
on such delayed payments. In certain cases however the interest paid was calculated to be less than the
amount found payable. In the absence of the details of month-wise delay in payment of VAT we cannot
calculate such liability.

Further, in FY13 there were delays in payment of VAT on which no interest was paid. The amount
approximately works out to be Rs. 1,020.
Area 3 VAT

In FY11 there were delays observed in payment of VAT. The interest liability could work to approx. Rs,
1,042.

In FY13 there were major delays observed in payment of VAT. There were also some payments made
towards interest on such delayed payments. However the total interest liability net of such payments
could work out to approx. Rs. 76,270.
Area 2 VAT

In FY13 there were significant delays observed in payment of VAT. There were also some payments made
towards interest on such delayed payments. However the total interest liability net of such payments
could work out to appox. Rs. 14,895.
40

44.
Status of Statutory Dues
Provident Fund

Delays were observed in the payment of Provident Fund (PF) (employer’s and employees contribution) for
the FY11 and FY12 and for employee’s contribution till June 2012. Further, the employer’s contribution
was not paid from July 2012 till June 2013 and employees contribution from April – June 13 together
amounting to Rs.9,66,306. However, interest on all such delayed payments as mentioned above and
admin charges from April – June 2013 have not been considered.

The Management represented that the total amount payable on account of PF was Rs. 9,98,193.
ESIC

There were significant delays observed in payment of ESIC in FY11 and FY12. From Jan 13 to June 13 the
Company has not paid ESIC amounting to Rs. 2,34,579. Further, interest on all such delayed payments as
mentioned above have not been considered.

The Management represented that the total amount payable on account of ESIC was Rs. 2,53,066.
41

45.
Other Observations
Fixed Assets Register

The fixed assets register was not found to be in the preferred format. Details pertaining to the date of
additions to assets, name of supplier, date of purchase, units of purchase, identification codes etc., were
not maintained. Considering a large value of the assets of XYZ are with third parties it is important to have
a proper documentation of such assets.
Physical verification of assets

While we were informed that physical verification of assets was conducted, we were not provided any
records. A large value of assets in the form of deep freezers lie with third parties. A physical verification is
a requisite at least once a year to check if the value of any deep freezer has diminished. Appropriate
action against the distributor could be immediately taken in such cases rather than waiting for the
contract period to end.
Physical verification of inventories

We were informed that physical verification of inventories was conducted and a segregation between fast
moving items and slow moving items was done. However, we were not provided any documents to
support this claim. Our checks however did not reveal any significant mismatches. However, going
forward, we suggest a thorough process of physical verification and segregation of the stock into fast and
slow moving.
As 15 on gratuity and leave encashment not complied with

Accounting Standard 15 of the Institute of Chartered Accountants of India (‘ICAI’) requires the Company
to make a provision in its books for gratuity and leave encashment payable from the 1st day of the
employee joining the organisation. However, in case of XYZ such provisions were done only at times of
payment. Considering the high cost of employees and a large number of employees having served a long
time in the organisation, the liability payable towards gratuity and leave encashment would need to be
calculated and a provision would need to be made into the books.
42

46.
Other Observations
No agreements for unsecured loans

The shareholders of XYZ have provided unsecured loans to the Company to the tune of INR 1.44 cr.
However, there are no agreements in place which define the terms and conditions of such loans. In the
absence of such agreements we suggest the Management of EFG to obtain a written statement from XYZ
that such loans do not bear any interest or any other form of returns.
Finance team requirement

It was observed that while XYZ had a good production and marketing team, it was lacking in the finance
department. This was reflective in the way critical records which could help take important decisions
were maintained. The Management expressed that no support in terms of financial analyses was ever
made available to it. Going forward, we suggest a finance team to be appointed to instill financial
discipline in the company.
HR review

We suggest the Management of EFG to do an HR review to decide the requirement of the staff going
forward. Our analyses shows that the number of staff maintained for administrative / support functions
may be in excess of the requirements.
IDC lease agreement

The IDC agreement was entered into on 29th April 1999 for a lease period of 30 years. The total plot area
was 4,836 sq mts with a permission to built up to 50% of the plot area.

Licence for Foods Safety and Standard Act 2006 has expired on 31 Dec 12 and has been applied for renewal

The annual returns under Payment of Bonus Act Standard of Weight and Measurement Act have not been
filed.
43

47.
Maximum Production (Variable) Cost per day

Maximum Production Costs per day (Peak Season)
Production
Process
Manpower
required
Manpower cost
Day Shift


Manpower will be working for 8
hours at regular wages and 8 hours at
OT wages (double)

All machinery has been assumed to
be used.
Raw material and Packing Material
cost has been taken as the cost of the
most produced ice cream

Manpower cost has been arrived at
assuming that the most labour
intensive ice-cream is being
produced.

The output per day (FG ) is assumed
as 3,000 units as represented by
Management.

The Intermediate mix output per day
has been assumed at maximum
possible in the 16 hours i.e. 2,000
Litres.
Electricity cost
Overtime
3.5
8
5
1,157
2,314
3,120
8
Filling & Storage
16 hour workday has been assumed

No. of Hours
per batch
Preparation of Ageing Mix
Ageing
8
1,851
3,703
9,026
2,975
6,096
Total Production Cost per Day
Cost of Raw material
Cost per batch
Raw Material
Based on Management representation,
following are the assumptions made to
arrive at the cost.
13,613
Maximum No. Raw Material
of Batches
Cost
4
54,451
Cost of Packing Material
Packing Material
Maximum Cost per day
Cost of
Packing
Material per
30
Maximum No.
Packing
of Units
Material Cost
produced
3,000
89,903
159,475
44

50.
Inference
• Based on our analysis there would entail a significant amount of initial investment to turn
around XYZ. Considering that the sales in Q1FY14 have dropped drastically due to negative
sentiments in the market, it could well be a challenge to revive the distribution network
which is critical to XYZ.
• The IRR in the first 5 years would be negative and EFG can expect a payback period of not
less than 7-8 years.
• The net asset value as on date is very low which does not give much security to EFG in case
the expected turn around does not happen.
• In addition EFG would also need to pay off past accumulated liabilities and bear losses in
the first year together with repayment of unsecured loan to the existing shareholders.
• Considering the above the following could be the investment envisaged to be done by
EFG:
Investment envisaged by EFG
INR
Investment into the company
Investment to clear old dues
Investment to clear unsecured loan of shareholders
Losses incurred in FY14
Investment to replace old shareholders
Total investment
FY14
5,000,000
15,311,268
14,378,328
6,656,060
5,061,666
46,407,322
FY15
7,500,000
7,500,000
FY16
FY17
-
1,250,000
1,250,000
FY18
-
47

51.
Assumptions for Profitability projections
P&L Head
Assumption
Management
Representation
MAS Take
Sales for FY 14
(April – Dec)
Sales for FY 14 have been
extrapolated based on the sales
achieved upto June and the
average percentage these sales
have formed in the past years of
the total sales.
The Management
feels that the sales
can be improved
with the infusion of
funds to purchase
deep freezers and
invest into
marketing
MAS has considered that
it would take at least six
months for all takeover
formalities to be
completed prior to fresh
investment into deep
freezers/ marketing.
Sales for FY 14
(Jan – Mar)
Sales for the period have been
considered based on the
average sale per deep freezer
achieved in FY 13. A fresh
investment into 200 deep freezers
has been considered for this
period.
- do -
MAS has considered that
investment into deep
freezers would happen in
a phased manner of 200
in the last quarter of FY 14,
200 in the first quarter of
FY15 and 100 in the
Second quarter of FY 15.
Sales FY15
Sales for the period have been
calculated assuming that each
freezer invested into (including
old freezers) will generate sales of
approximately INR 18K in Q1, 20K
in Q2, 22K in Q3 and 22.5K in Q4
Management
represented that
they generally
consider a target
of INR 300 per day
per deep freezer.
The target is a bit
aggressive considering
the past three years’
data, hence the same
has been discounted by
INR 14,000 to INR 90,000
which will be achieved
gradually by Q4
48

52.
Assumptions for Profitability projections
P&L Head
Assumption
Management
Representation
MAS Take
Sales FY16 onwards
Sales for FY16 have
been assumed to
meet the target of
INR 90,000 per deep
freezer p.a.,
thereafter increasing
at 12% p.a.
Management was not
able to provide any data
on growth rate
As per research, the ice cream
industry has been growing @
15% per annum for the last 3
years, additionally, Experts
estimate a growth rate of 12%
p.a. for the next 5 years.
Raw Material Cost
For the FY 14, this
cost has been
assumed to be 50%
of the sales.
Subsequently a 1-2%
drop in costs has
been assumed every
year.
Management
represented the cost to
be pegged at 45% of
sales, Management
further represented that
through bulk purchase
and by introducing
“frozen Desserts” the raw
material cost could be
further reduced to about
40% of sales.
Upon analysis and verification
through bills, the actual cost
was found to be 50% of sales.
A drop in prices due to bulk
purchases is possible, however
the extent could not be
verified. MAS has assumed that
the cost could be reduced
from the present level of 50% to
about 45%.
Direct Expenses
This has been
assumed to remain
constant at 9% of
sales.
Management represents
that through the
introduction of newer
machinery, efficiency
would increase and
hence costs would go
down.
Since there was no substantial
evidence provided to the
extent of reduction of costs,
the direct costs have been
assumed as stable.
49

53.
Assumptions for Profitability projections
P&L Head
Assumption
Management
Representation
MAS Take
Employee Benefits
Employee Benefits for FY
14 have been
considered the same as
FY 13 levels. There after
an increase of 15% p.a.
has been assumed
considering the
expansion of distribution
network
Management
represented that
employee cost would
be reduced by at
least 20% due to
better machinery
being introduced.
The reduction in employee cost
would be offset by the
expansion of the distribution
network. Considering the
number of additions of deep
freezers, the strength of the
marketing/ distribution team
would need to increase.
Administrative
Expenses
These expenses have
been considered to
remain constant in FY14
and a 15% increase has
been considered
thereafter
N/a
N/a
Sales and Distribution
Expenses
This has been assumed
to be directly
proportional to the
number of deep
freezers. The numbers
have been taken
based on historical
average.
N/a
N/a
50